CSE SYMBOL: SRS

Shamrock Enterprises Arranges Private Placement Financing

News Release #16-02

CSE: SRS

March 31, 2016

 

Shamrock Enterprises Inc. (CSE: SRS) (the “Company”) announces that it has been granted an exemption by the Canadian Securities Exchange regarding its minimum pricing policy.  Accordingly, the Company intends to raise up to $100,000 by the issuance of 5,000,000 Units at $0.02 per Unit.  Each Unit will consist of one common share and one share purchase warrant exercisable at $0.05 per share in the first year and at $0.08 per share in the second year from the date of issuance.

In addition, the Company intends to raise up to $125,000 by the issuance of 3,125,000 Flow-Through Units at $0.04 per Unit.  Each Flow-Through Unit will consist of one Flow-Through common share and one share purchase warrant.  Each warrant will be exercisable to acquire one common share at $0.07 per share in the first year and at $0.09 per share in the second year from the date of issuance.

All of the warrants will be subject to an accelerated conversion that if and whenever at any time prior to the expiry date of the warrants, the closing sales price of the Company’s common shares (or the closing bid, if no sales were reported on a trading day) as quoted on the Canadian Securities Exchange (or such other stock exchange, quotation system or market on which the Company’s common shares are listed and where a majority of the trading volume of the Company’s common shares occurs) is $0.10 or higher for a period of 10 consecutive trading days, then the Company may, within 5 days of such event, provide notice by way of press release to the holders of the warrants of the early expiry of the warrants, and thereafter the warrants shall expire on that date that is 30 days from the date that such notice is given.

The maximum offering of 8,125,000 Units is open, subject to certain limitations discussed below, to existing shareholders of the Company who, as of the close of business on March 29, 2016, held common shares of the Company (and who continue to hold common shares of the Company at the time of closing) pursuant to the prospectus exemption set out in Multilateral CSA Notice 45-313 and the various corresponding blanket orders and rules of participating jurisdictions (the existing shareholder exemption is not available in Ontario or Newfoundland and Labrador). The total acquisition cost to a subscriber under the existing shareholder exemption cannot exceed $15,000 within the last 12 months, unless that subscriber has obtained advice from a registered investment dealer regarding the suitability of the investment.  Any existing shareholders interested in participating in the offering should contact the Company.

In addition to using the existing shareholder exemption, the offering will also be conducted pursuant to other available prospectus exemptions, including sales to accredited investors and family members, close friends and business associates of directors and officers of the Company, existing shareholders and to purchasers who have obtained suitability advice from a registered investment dealer pursuant to BC Instrument 45-536.

There is a minimum subscription amount of $2,500. 

The proceeds of the offerings will be used for the following purposes:

To carry out exploration drill program

 

$125,000

Regulatory and filing fees

 

 10,000

Accounting and Audit fees

 

15,000

AGM and Transfer Agent fees

 

6,500

Exchange fees

 

3,150

To settle debts

 

5,000

To general working capital

 

    60,350

TOTAL:

 

$225,000

Although the Company intends to use the proceeds of the offering as described above, the actual allocation of net proceeds may vary from the uses set forth above, depending on future operations and unforeseen events or opportunities.  All Shares issued pursuant to the offering will be subject to a four-month hold period. A finder’s fee may be paid to eligible finders with respect to any portion of the offering that is not subscribed for by existing shareholders.

The Company confirms there is no material fact or material change related to the Company, which has not been generally disclosed.

Shamrock shall, pursuant to the provisions in theIncome Tax Act (Canada), incur eligible CDE (the "Qualifying Expenditures"), after the closing date and prior to December 31, 2017 in the aggregate amount of not less than the total amount of the gross proceeds raised from the issue of the subject flow-through common shares. The Company shall renounce the Qualifying Expenditures so incurred to the purchasers of the flow-through common shares on or prior to December 31, 2016.

The common shares issued in connection with the Private Placement will be subject to a statutory hold period of four months plus one day from the date of completion of the Private Placement, in accordance with applicable securities legislation.

This press release does not constitute an offer to sell or a solicitation of any offer to buy the common shares in the United States. The common shares have not been and will not be registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of such Act.

About Shamrock: Shamrock Enterprises Inc. is a Canadian-based junior mining exploration company focused on the procurement, exploration and development of silver and other precious metal properties in North America. The Company’s common shares are listed and posted for trading on the Canadian Securities Exchange ("CSE") under the symbol "SRS".

On behalf of the Board,

“Bob Faris”

CEO

For further information, please contact:

Shamrock Enterprises Inc.

Bob Faris, Chief Executive Officer

Phone: (604) 880-2121

Neither the Canadian Securities Exchange nor its Regulation Services Provider

accepts responsibility for the adequacy or accuracy of this release.

Statements included in this announcement, including statements concerning our plans, intentions and expectations, which are not historical in nature are intended to be, and are hereby identified as “forward-looking statements”. Forward looking statements may be identified by words including “anticipates”, “believes”, “intends”, “estimates”, “expects” and similar expressions. The Company cautions readers that forward-looking statements, including without limitation those relating to the Company’s future operations and business prospects, are subject to certain risks and uncertainties that could cause actual results to differ materially from those indicated in the forward-looking statements. Readers are advised to rely on their own evaluation of such risks and uncertainties and should not place undue reliance on forward-looking statements.  Any forward-looking statements are made as of the date of this news release, and the Company assumes no obligation to update the forward-looking statements, except in accordance with the applicable laws.